347.725. Articles of merger or consolidation, contents--filing--duplicates, delivery--effective, when. - Missouri Statutes

Articles of merger or consolidation, contents--filing--duplicates,delivery--effective, when.

347.725. 1. After an agreement of merger or consolidation isauthorized, approved, and certified in accordance with section 347.720, thesurviving or new entity shall file the agreement of merger or consolidationwith the secretary of state or, in lieu thereof, articles of merger orconsolidation, duly executed, by each constituent entity setting forth:

(1) The name, state or country of organization and nature or type ofeach of the constituent entities;

(2) That an agreement of merger or consolidation has been authorizedand approved by each of the constituent entities in accordance with section347.720;

(3) The effective date of the merger or consolidation which may notexceed ninety days after the date of filing of the agreement of merger orconsolidation or the articles of merger or consolidation;

(4) The name of the surviving or new entity;

(5) If applicable, the address of the registered office and the nameof the registered agent at such office for the surviving or new entity;

(6) In the case of a merger, such amendments or changes to theorganizational documents of the surviving entity, as are desired to beeffected by the merger, or, if no such amendments or changes are desired, astatement that the organizational documents of the surviving entity shallbe its organizational documents;

(7) In the case of a consolidation, that the organizational documentsof the new entity shall be as set forth in an attachment to such agreementor articles of merger or consolidation;

(8) That the executed agreement of merger or consolidation is on fileat the principal place of business of the surviving or new entity, statingthe address thereof; and

(9) That a copy of the agreement of merger or consolidation will befurnished by the surviving or new entity, on request and without cost, toany partner, shareholder, member, or their equivalent of any entity that isa party to the merger or consolidation.

2. An original of the agreement of merger or consolidation orarticles of merger or consolidation for each domestic constituent entity tothe merger or consolidation shall be delivered to the secretary of statefor filing. A person who executes an agreement or articles of merger orconsolidation as an agent or fiduciary need not exhibit evidence ofauthority as a prerequisite to filing. Unless the secretary of state findsthat the agreement or articles of merger or consolidation do not conform tolaw, upon receipt of all filing fees required by law, the secretary ofstate shall:

(1) Endorse on the document the word "Filed" and the day, month andyear of the filing thereof;

(2) File the document in the secretary of state's office;

(3) Issue a certificate of merger or consolidation, which shall setforth the names of all constituent entities, the name of the state orcountry under the laws of which each was formed, whether a merger orconsolidation is involved, the name of the surviving or new entity, thename of the state or country under the laws of which the new entity isformed, the date of filing of the agreement of merger or consolidation orarticles of merger or consolidation with him, and the effective date of themerger or consolidation;

(4) Return a copy of the certificate of merger or consolidation tothe person who filed the agreement or articles of merger or consolidationor his representative; and

(5) File a copy of the certificate of merger or consolidation in therecords of the secretary of state for each domestic constituent entity.

3. A merger or consolidation shall be effective when the requirementsfor effectiveness of the laws under which any constituent entity was formedhave been met and the certificate of merger or consolidation has been filedby the secretary of state, unless a later date is specified in theagreement of merger or consolidation or articles of merger orconsolidation, in which case, the effective date of the merger orconsolidation will be the date so specified which shall, in no event,exceed ninety days after the date the agreement of merger or consolidationor articles of merger or consolidation is delivered to the secretary ofstate for filing.

(L. 1993 S.B. 66 & 20 § 359.906, A.L. 2004 H.B. 1664)